Netgear 2012 Annual Report Download - page 183

(b) Additional Closing Conditions of Buyers
. The obligations of Buyers to consummate the Transactions shall be
subject to the satisfaction at or prior to the Closing of each of the following conditions, any of which may only be waived in writing
exclusively by Buyers:
(i) Accuracy of Sellers Representations and Warranties .
(A) Each of the representations and warranties of Sellers set forth in Section 5.1
(Sellers
Organization and Good Standing; Authority and Enforceability), Section 5.4 (Title) and Section 5.19
(Brokerage Fees)
shall have been true and correct in all respects on and as of the date of this Agreement and shall be true and correct in
all respects on and as of the Closing Date with the same force and effect as if made on and as of the Closing Date (other
than any such representations and warranties that address matters only as of a specified date, which shall have been true
and correct in all respects as of such date).
(B)
Each of the representations and warranties of Sellers set forth in this Agreement (other than in
Section 5.1 (Sellers Organization and Good Standing; Authority and Enforceability), Section 5.4 (Title) and
Section
5.19 (Brokerage Fees)) that is not qualified by “materiality”, “Business Material Adverse Effect”
or similar concept
shall have been true and correct in all material respects on and as of the date of this Agreement and shall be true and
correct in all material respects on and as of the Closing Date with the same force and effect as if made on and as of the
Closing Date (other than any such representations and warranties that address matters only as of a specified date, which
shall have been true and correct in all material respects as of such date).
(C)
Each of the representations and warranties of Sellers set forth in this Agreement (other than in
Section 5.1 (Sellers Organization and Good Standing; Authority and Enforceability), Section 5.4 (Title) and
Section
5.19 (Brokerage Fees)) that is qualified by “materiality”, “Business Material Adverse Effect”
or similar concept shall
have been true and correct in all respects (taking into account such “materiality” or “Business Material Adverse Effect”
qualifier) on and as of the date of this Agreement and shall be true and correct in all respects (taking into account such
“materiality” or “Business Material Adverse Effect”
qualifier) on and as of the Closing Date with the same force and
effect as if made on and as of the Closing Date (other than any such representations and warranties that address matters
only as of a specified date, which shall have been true and correct in all respects as of such date).
(ii) Compliance with Covenants
. Sellers shall have performed and complied in all material respects with the
covenants and obligations under this Agreement required to be performed by and complied with by Sellers prior to the Closing.
(iii) Absence of Business Material Adverse Effect
. Since the date of this Agreement, there shall not have
occurred a Business Material Adverse Effect.
(iv) Sellers Closing Certificate
. Buyers shall have received certificates, duly executed by an authorized
officer of each of the Sellers, certifying as to the matters set forth in Section 4.3(b)(i) , Section 4.3(b)(ii) and Section 4.3(b)(iii)
.
(v) Required Contract Consents . Each consent or waiver identified with an asterisk on Section 5.3
of the
Sellers Disclosure Schedule shall have been obtained, shall be in full force and effect and such Transferred Contract shall not
have been amended or modified in connection
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